SCHEDULE 13D/A: Graham Holdings CEO Timothy O'Shaughnessy Reduces Stake Below 5%, Files Exit Schedule 13D Amendment

Timothy J. O'Shaughnessy, CEO of Graham Holdings Company, has filed an amended Schedule 13D indicating his beneficial ownership of Class B Common Stock has fallen below the 5% reporting threshold, marking his final amendment.

Summary

• Timothy J. O'Shaughnessy, the Reporting Person and CEO of Graham Holdings Company, filed an Amendment No. 1 to his Schedule 13D.
• The filing indicates that as of November 1, 2024, Mr. O'Shaughnessy ceased to be the beneficial owner of more than 5% of the Class B Common Stock.
• As of February 21, 2025, Mr. O'Shaughnessy beneficially owned 152,778 shares of Class B Common Stock, representing approximately 4.4% of the outstanding shares.
• The total Class B Common Stock outstanding used for calculation was 3,495,341 shares.
• His beneficial ownership includes shares held directly, in a 401(k) plan, through stock options, jointly with his spouse, and in trusts for the benefit of his spouse and children.
• Shares were acquired through compensation as CEO, open market purchases, and jointly with his spouse.
• Recent transactions include net acquisitions of Class B Common Stock on September 23, 2024 (1,340 shares), October 15, 2024 (1,626 shares), and November 1, 2024 (1,896 shares), after significant shares were withheld by the Company for tax purposes at average prices of $800.60, $823.33, and $843.67 respectively.
• This Amendment No. 1 serves as the final amendment to the Schedule 13D and is an exit filing for the Reporting Person.

Sentiment

Score: 5

Explanation: The document is a factual, regulatory compliance filing reporting a change in beneficial ownership. It does not contain information that inherently indicates a positive or negative sentiment regarding the company's performance or outlook.

Future Outlook

The document does not provide any forward-looking statements or guidance regarding the company's future operations or financial performance.

Industry Context

This filing is a regulatory disclosure related to an individual's beneficial ownership and does not provide broader industry context or trends. It reflects a change in a key executive's reported stake in the company.

Related Party Transactions

• 48,626 shares of Class A Common Stock held in a trust for the benefit of the Reporting Person's spouse, with shared voting power.
• 2,700 shares of Class A Common Stock held by the Reporting Person's spouse, with shared voting and investment power.
• 4,099 shares of Class B Common Stock held by the Reporting Person's spouse, with shared voting and investment power.
• 5,600 shares of Class B Common Stock held in trusts for the benefit of the Reporting Person's spouse and children, with shared voting and investment power (Reporting Person as a trustee with Donald E. Graham).
• 2,700 shares of Class B Common Stock held jointly by the Reporting Person and his spouse, with shared voting and investment power.

Stakeholder Impact

• Shareholders: The reduction in a key executive's reported beneficial ownership below the 5% threshold provides updated transparency on insider holdings. While not necessarily a negative signal, some investors may interpret a CEO reducing their stake as a lack of confidence, though this filing is primarily for regulatory compliance.

Key Dates

Keywords

Graham Holdings Company, Timothy J. O'Shaughnessy, Schedule 13D, Beneficial Ownership, Class B Common Stock, SEC Filing, Insider Trading, Corporate Governance, Stock Options, CEO